SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report(Date of earliest event reported): May 17, 1999
Level 3 Communications, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 47-0210602
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3555 Farnam Street, Omaha, Nebraska 68131 (Address of principal executive
offices) (Zip code)
402-536-3677
(Registrant's telephone number including area code)
Not applicable
(Former name and former address, if changed since last report)
<PAGE>
Item 5. Other Events
On May 17, 1999, Level 3 Communications, Inc. ("Level 3") issued a press
release relating to the release of an open letter to stockholders by James Q.
Crowe, Level 3's President and Chief Executive Officer. The open letter detailed
Mr. Crowe's plan to sell 4,000 shares of Level 3's common stock, par value $.01
per share, each day for 250 trading days, for an aggregate of 1,000,000 shares.
This press release is filed as Exhibit 99.1 to this Current Report and
incorporated by reference as if set forth in full.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of business acquired
None
(b) Pro Forma financial information
None
(c) Exhibits
99.1 Press Release dated May 17, 1999, relating to Open Letter to
Stockholders by James Q. Crowe
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Level 3 Communications, Inc.
May 18, 1999 By: /s/ Neil J. Eckstein
Date Neil J. Eckstein, Vice President
[Logo] Exhibit 99.1
For Immediate Release
Contacts:
News Media: Josh Howell Investors: Julie Stangl
402/943-1309 303/926-3575
or
Steve Ingish
303/926-3363
OPEN LETTER TO LEVEL 3 STOCKHOLDERS
OMAHA, NEBRASKA, May 17, 1999 - The following open letter to stockholders was
released today by James Q. Crowe, president and CEO of Level 3 Communications,
Inc. (Nasdaq: LVLT):
Dear Level 3 Owner,
On May 19, I will begin a program of selling a total of about 9% of the
approximately 11.3 million shares of Level 3 common stock that I currently own.
To that end, I have delivered one million of my Level 3 shares to a trustee,
with irrevocable instructions to sell 4000 shares on each of the next 250
trading days until all of those shares are sold. The trustee will have no
authority to expand, limit, or suspend such daily sales, which must be completed
whether the stock price is higher or lower than it is today. I will retain no
right to alter those instructions.
I suppose it is unusual for a CEO to disclose in advance that he intends to sell
stock of the company which employs him. SEC regulations generally require
certain corporate executives (sometimes referred to as "insiders") to provide
notice after sales are made, not before. My reason for providing you with this
information in advance is straightforward. I believe you, as owners of Level 3,
are entitled to know whether the person you have hired to run your business
intends to sell any of his ownership interest. And, if the answer is yes, you
are entitled to know why.
I plan to sell this portion of my Level 3 shares to both repay debt which I
incurred when I purchased Level 3 shares in the fall of 1997 and to provide some
measure of financial diversification in my personal holdings. I think that I owe
it to my family to take this step. I believe this program of limited, daily
sales is a fair way to achieve a reasonable balance between prudence and a clear
and substantial continuing financial commitment to the success of the company it
is my privilege to lead.
<PAGE>
I have chosen the mechanism of pre-established sales in predetermined amounts to
help reduce any concerns that I might be selling at times when I have
information that you don't have. I hope that by announcing my plans in advance.
I am making it clear that my decision isn't based on some positive or negative
current event or circumstance.
After this sales program has been completed, I expect that the value of my
retained Level 3 shares will continue to represent most of my personal holdings
and will reflect my continued confidence in the prospects of our company.
Very truly yours,
/s/ James Q. Crowe
James Q. Crowe
About Level 3 Communications, Inc.
Level 3 Communications, Inc., is a communications and information services
company that is building the first international network optimized for Internet
Protocol technology. The Level 3 network combines local and long distance
networks, connecting customers end to end across the U.S. and in Europe and
Asia. The company expects to complete the U.S. intercity portion of the network
during the first quarter of 2001. In the interim, Level 3 has leased a national
network over which it began to offer services in the third quarter of 1998.
Level 3 will provide a full range of communications services, including local,
long distance, international and Internet services. Level 3's common stock is
traded on The Nasdaq National Market (U.S.) under the symbol LVLT. Its World
Wide Web address is www.Level3.com.
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